UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2006
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-29230 51-0350842
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
622 Broadway, New York, NY 10012
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (646) 536-2842
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On November 2, 2006, Take-Two Interactive Software, Inc. (the
"Company") received a NASDAQ Staff Determination letter indicating that the
Company is not in compliance with the filing requirements for continued listing
on The NASDAQ Stock Market as set forth in Marketplace Rules 4350(e) and
4350(g). Marketplace Rules 4350(e) and 4350(g) specify that the Company timely
solicit proxies and hold its annual shareholders meeting.
The Company issued a press release on November 3, 2006 disclosing its
receipt of this NASDAQ Staff Determination notice. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
A meeting with the NASDAQ Listing Qualifications Panel has been
scheduled and the Company intends to address its plan for regaining compliance
with the Marketplace Rules. The Company's shares will remain listed under the
ticker symbol TTWO on The NASDAQ Global Select Market pending a decision by the
Panel.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Take-Two Interactive Software, Inc. dated November 3,
2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
By:/s/ Karl H. Winters
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Name: Karl H. Winters
Title: Chief Financial Officer
Date: November 6, 2006
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release of Take-Two Interactive Software, Inc. dated
November 3, 2006.
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Exhibit 99.1
Take-Two Interactive Software, Inc. Receives NASDAQ Notice
NEW YORK--(BUSINESS WIRE)--Nov. 3, 2006--Take-Two Interactive
Software, Inc. (NASDAQ:TTWO) today announced that it has received a
NASDAQ Staff Determination letter indicating that the Company is not
in compliance with the filing requirements for continued listing on
The NASDAQ Stock Market as set forth in Marketplace Rules 4350(e) and
4350(g). Marketplace Rules 4350(e) and 4350(g) specify that the
Company timely solicit proxies and hold its annual shareholders
meeting.
As previously announced, the Company received a notice of
non-compliance from NASDAQ resulting from the Company's delay in
filing its Quarterly Report on Form 10-Q for the quarter ended July
31, 2006 and the Company intends to file its Quarterly Report on Form
10-Q for such quarter as soon as practical after the Special Committee
concludes its investigation of the Company's stock option grants and
the Company and its independent auditors complete any related
accounting review.
A meeting with the NASDAQ Listing Qualifications Panel has been
scheduled and the Company intends to address its plan for regaining
compliance with Marketplace Rules. The Company's shares will remain
listed under the ticker symbol TTWO on The NASDAQ Global Select Market
pending a decision by the Panel.
About Take-Two Interactive Software, Inc.
Headquartered in New York City, Take-Two Interactive Software,
Inc. is a global developer, marketer, distributor and publisher of
interactive entertainment software games for the PC, PlayStation(R)
game console, PlayStation(R)2 and PLAYSTATION(R)3 computer
entertainment systems, PSP(R) (PlayStation(R)Portable) system, Xbox(R)
and Xbox 360(TM) video game and entertainment systems from Microsoft,
Nintendo GameCube(TM), Nintendo DS(TM) and Game Boy(R) Advance. The
Company publishes and develops products through its wholly owned
labels Rockstar Games, 2K and 2K Sports, and Global Star Software; and
distributes software, hardware and accessories in North America
through its Jack of All Games subsidiary. Take-Two also manufactures
and markets video game accessories in Europe, North America and the
Asia Pacific region through its Joytech subsidiary. The Company
maintains sales and marketing offices in Cincinnati, New York,
Toronto, Geneva, London, Paris, Munich, Madrid, Milan, Sydney, Breda
(Netherlands), Auckland, Shanghai and Tokyo. Take-Two's common stock
is publicly traded on NASDAQ under the symbol TTWO. For more corporate
and product information please visit our website at
www.take2games.com.
All trademarks and copyrights contained herein are the property of
their respective holders.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements made in reliance upon the safe harbor provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The statements contained
herein which are not historical facts are considered forward-looking
statements under federal securities laws. Such forward-looking
statements are based on the beliefs of our management as well as
assumptions made by and information currently available to them. The
Company has no obligation to update such forward-looking statements.
Actual results may vary significantly from these forward-looking
statements based on a variety of factors. These risks and
uncertainties include the final conclusions of the Special Committee
and the Board of Directors concerning matters related to the Company's
stock option grants, including, but not limited to, the accuracy of
the stated dates of option grants and whether all proper procedures
were followed, the impact of any restatement of financial statements
of the Company or other actions that may be taken or required as a
result of such reviews; the timing of the completion of the Special
Committee's investigation; and the possibility that the Special
Committee's investigation or any governmental investigation may reveal
issues that the Company does not currently realize exist. In addition,
the investigation and possible conclusions of the Special Committee
may require additional expenses to be recorded; may adversely affect
the Company's ability to file required reports with the U.S.
Securities and Exchange Commission ("SEC") on a timely basis, the
Company's conclusions on the effectiveness of internal control over
financial reporting and disclosure controls and procedures, and the
Company's ability to meet the requirements of the NASDAQ Stock Market
for continued listing of the Company's shares; and may result in
claims and proceedings relating to such matters, including shareholder
litigation and actions by the SEC and/or other governmental agencies
and negative tax or other implications for the Company resulting from
any accounting adjustments or other factors. Other important factors
are described in the Company's Form 10-Q for the quarter ended April
30, 2006 in the section entitled "Risk Factors".
CONTACT: Take-Two Interactive Software, Inc.
Corporate Press / Investor Relations:
Jim Ankner, 646-536-3006
james.ankner@take2games.com